Exhibit 10.21

TERMINALS SALE AND PURCHASE AGREEMENT        BETWEEN        EXXONMOBIL OIL CORPORATION,        SELLER        AND        GLOBAL
COMPANIES LLC,  BUYER

Glenwood Landing, NY
Inwood, NY

TERMINALS

JULY 9, 2007

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|                                                   |                                                             |   
|-------------------------------------------------- | ----------------------------------------------------------- | --
|ARTICLE I DEFINITIONS                              |                                                             | 1 
|ARTICLE II TERMINALS                               |                                                             | 5 
|                                                   | 2.1 Terminals                                               |   
|                                                   | 2.2 Exclusions                                              |   
|                                                   | 2.3 Disclaimer                                              |   
|                                                   | 2.4 Inventories                                             |   
|                                                   | 2.5 Employees                                               |   
|ARTICLE III PURCHASE PRICE                         |                                                             | 8 
|                                                   | 3.1 Purchase Price                                          |   
|                                                   | 3.2 Payment of Purchase Price                               |   
|                                                   | 3.3 Allocation of Purchase Price                            |   
|ARTICLE IV THE CLOSING                             |                                                             | 9 
|                                                   | 4.1 Time and Place; Escrow Agent                            |   
|                                                   | 4.2 Seller's Deliveries                                     |   
|                                                   | 4.3 Buyer's Deliveries                                      |   
|                                                   | 4.4 Agreements                                              |   
|                                                   | 4.5 Effectiveness of Agreements                             |   
|                                                   | 4.6 Seller's Remedies                                       |   
|ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLER |                                                             | 11
|                                                   | 5.1 Organization                                            |   
|                                                   | 5.2 Due Authorization                                       |   
|                                                   | 5.3 No Violation                                            |   
|                                                   | 5.4 Title to Properties                                     |   
|                                                   | 5.5 Litigation                                              |   
|                                                   | 5.6 Condemnation and Zoning                                 |   
|                                                   | 5.7 Permits                                                 |   
|                                                   | 5.8 Condition of Terminals                                  |   
|                                                   | 5.9 Material Contracts                                      |   
|                                                   | 5.10 Compliance with Laws                                   |   
|                                                   | 5.11 Consents                                               |   
|                                                   | 5.12 Taxes                                                  |   
|                                                   | 5.13 Foreign Person                                         |   
|ARTICLE VI REPRESENTATIONS AND WARRANTIES OF BUYER |                                                             | 12
|                                                   | 6.1 Organization                                            |   
|                                                   | 6.2 Due Authorization                                       |   
|                                                   | 6.3 No Violation                                            |   
|ARTICLE VII ENVIRONMENTAL                          |                                                             | 13
|                                                   | 7.1 Feasibility Study Period                                |   
|                                                   | 7.2 Environmental Documents                                 |   
|                                                   | 7.3 Seller's Retained Environmental Liabilities             |   
|                                                   | 7.4 Buyer's Assumed Environmental Liabilities               |   
|                                                   | 7.5 Seller's Environmental Indemnity                        |   
|                                                   | 7.6 Buyer's Environmental Indemnities                       |   
|                                                   | 7.7 Buyer's Release of Seller for Environmental Liabilities |   
|                                                   | 7.8 Seller's Access to the Terminals                        |   
|                                                   | 7.9 Other Environmental Issues and Related Use Restrictions |   
|                                                   | 7.10 Arbitration Procedures                                 |   
|                                                   | 7.11 Environmental Notices                                  |   
|ARTICLE VIII CONDITIONS PRECEDENT TO CLOSING       |                                                             | 20
|                                                   | 8.1 Obligation of Buyer to Close                            |   
|                                                   | 8.2 Obligation of Seller to Close                           |   

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|ARTICLE IX INDEMNIFICATION                        |                                                        | 21
|------------------------------------------------- | ------------------------------------------------------ | --
|                                                  | 9.1 Definitions                                        |   
|                                                  | 9.2 Indemnification By Seller                          |   
|                                                  | 9.3 Indemnification By Buyer                           |   
|                                                  | 9.4 Conflict                                           |   
|                                                  | 9.5 Procedures                                         |   
|ARTICLE X SURVIVAL                                |                                                        | 23
|                                                  | 10.1 Representations and Warranties                    |   
|                                                  | 10.2 Covenants                                         |   
|ARTICLE XI TITLE COMMITMENT; SURVEY; RISK OF LOSS |                                                        | 23
|                                                  | 11.1 Title Insurance                                   |   
|                                                  | 11.2 Survey                                            |   
|                                                  | 11.3 Title Objections                                  |   
|                                                  | 11.4 Risk of Loss                                      |   
|ARTICLE XII FURTHER ASSURANCE                     |                                                        | 24
|ARTICLE XIII COSTS AND EXPENSES                   |                                                        | 24
|                                                  | 13.1 Brokerage Commissions                             |   
|                                                  | 13.2 Closing Adjustments                               |   
|                                                  | 13.3 Timing of Adjustments                             |   
|ARTICLE XIV CASUALTY AND CONDEMNATION             |                                                        | 25
|                                                  | 14.1 Notice of Fire Casualty or Condemnation           |   
|                                                  | 14.2 Buyers Election                                   |   
|                                                  | 14.3 Exclusive Remedy                                  |   
|ARTICLE XV GENERAL; ADDITIONAL COVENANTS          |                                                        | 26
|                                                  | 15.1 Termination                                       |   
|                                                  | 15.2 Specific Performance                              |   
|                                                  | 15.3 Entire Agreement                                  |   
|                                                  | 15.4 Headings                                          |   
|                                                  | 15.5 Notices                                           |   
|                                                  | 15.6 Exhibits and Schedules                            |   
|                                                  | 15.7 Severability                                      |   
|                                                  | 15.8 Waiver                                            |   
|                                                  | 15.9 Assignment                                        |   
|                                                  | 15.10 Parties in Interest; No Third Party Beneficiary  |   
|                                                  | 15.11 Governing Law                                    |   
|                                                  | 15.12 Choice of Forum                                  |   
|                                                  | 15.13 Waiver Of Jury Trial                             |   
|                                                  | 15.14 Commercially Reasonable Efforts; Time of Essence |   
|                                                  | 15.15 Amendments                                       |   
|                                                  | 15.16 Counterparts                                     |   
|                                                  | 15.17 Public Announcements                             |   
|                                                  | 15.18 Transition Assistance                            |   
|                                                  | 15.9 Taxes                                             |   
|                                                  | 15.20 Confidentiality                                  |   
|                                                  | 15.21 No Presumption Against Drafter                   |   
|                                                  | 15.22 Right of First Refusal                           |   

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EXHIBITS AND SCHEDULES

|Exhibit A-1     |  | Real Property Description for Glenwood Landing Terminal                                                   
|--------------- |  | ----------------------------------------------------------------------------------------------------------
|Exhibit A-2     |  | Real Property Description for Inwood Terminal                                                             
|Exhibit B       |  | Office Space Lease Agreement                                                                              
|Exhibit C-1     |  | List of Items Excluded From Personal Property in Inwood Terminal                                          
|Exhibit C-2     |  | List of Items Excluded From Personal Property in Glenwood Landing Terminal                                
|Exhibit CA-1    |  | Vehicles at Inwood Terminal                                                                               
|Exhibit CA-2    |  | Vehicles at Glenwood Landing Terminal                                                                     
|Exhibit D-1     |  | Books and Records for Inwood Terminal Sale                                                                
|Exhibit D-2     |  | Books and Records for Glenwood Landing Terminal Sale                                                      
|Exhibit E       |  | Material Contracts                                                                                        
|Exhibit F-1     |  | Permits for Inwood Terminal                                                                               
|Exhibit F-2     |  | Permits for Glenwood Landing Terminal                                                                     
|Exhibit G       |  | Improvements, Equipment and Goods Located at Inwood and Glenwood Landing Terminals and Not Owned by Seller
|Exhibit H       |  | Form of Special Warranty Deed                                                                             
|Exhibit I       |  | Form of Bill of Sale for Improvements and Personal Property                                               
|Exhibit J       |  | Form of Indemnity Letter to Title Company                                                                 
|Exhibit K       |  | Form of Seller's FIRPTA Certification                                                                     
|Exhibit L       |  | Form of Parent Guaranty                                                                                   
|Exhibit M       |  | Intentionally Left Blank                                                                                  
|Exhibit N       |  | Form of Assignment and Assumption of Permits and Contracts                                                
|Exhibit O       |  | Form of Terminaling Services Agreement                                                                    
|Exhibit P       |  | Conditions of Employment                                                                                  
|Exhibit Q       |  | Form of Joint Letter Transferring Responsibility for Remediation Activities                               
|Exhibit R-1     |  | Environmental Permit for Inwood Terminal                                                                  
|Exhibit R-2     |  | Environmental Permits for Glenwood Landing Terminal                                                       
|Exhibit S       |  | Form of Release at Closing Date                                                                           
|Exhibit T       |  | Non-Material or Revenue-Generating Contracts                                                              
|Exhibit U-1     |  | Form of US Customer Fleet Services Lease Agreement for Glenwood Landing Terminal                          
|Exhibit U-2     |  | Form of US Customer Fleet Services Lease Agreement for Inwood Terminal                                    
|Exhibit V       |  | Form of Term Supply Agreement                                                                             
|Schedule 3.3    |  | Allocation of Purchase Price                                                                              
|Schedule 5.4    |  | Permitted Title Exceptions                                                                                
|Schedule 5.5    |  | Litigation                                                                                                
|Schedule 5.9    |  | Material Contracts                                                                                        
|Schedule 5.10   |  | Compliance With Laws                                                                                      
|Schedule 5.11   |  | Required Consents                                                                                         
|Schedule 7.2    |  | Environmental Documents                                                                                   
|Schedule P-4(b) |  | Vacation Entitlement Accrued By Each Retained Employee Under Seller's Vacation Policy                     

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TERMINALS SALE AND PURCHASE AGREEMENT

This Terminals Sale and Purchase Agreement ("Agreement") is made as of this 9th day of July, 2007 ("Effective Date"), by and between EXXONMOBIL OIL
CORPORATION,a New York corporation ("Seller"), and Global Companies LLC, a Delaware limited liability company ("Buyer"). In this
Agreement, Buyer and Seller are sometimes individually referred to as a "Party" and collectively as the "Parties."

PRELIMINARY STATEMENTS

Seller owns and operates two petroleum products terminals in Inwood, New York and Glenwood Landing, New York, Seller now desires to sell and Buyer desires to
purchase these facilities on the terms and conditions set forth in this Agreement.

TERMS OF AGREEMENT

Seller and Buyer therefore agree as follows:

ARTICLE I

DEFINITIONS

The following terms shall have the meanings set forth below for all purposes of this Agreement:

1.1   "Assumed
Environmental Liabilities" has the meaning specified in Section 7.4.

1.2   "Affiliate"
means, with respect to a Party, any individual or legal business entity that, directly or indirectly, controls, is controlled by, or is under common control
with, such Party. The term "control" (including the terms "controlled by" and "under common control with") as used in the preceding sentence means the possession, directly or indirectly, of the power
to direct or cause the direction of management and policies.

1.3   "Authorized
Representative" means any employee, agent, representative, consultant, contractor, or subcontractor.

1.4   "Baseline
Condition" of the Terminals has the meaning specified in Section 7.2.

1.5   "Books
and Records" has the meaning specified in Section 2.1(d).

1.6   "Bottoms"
has the meaning specified in Section 2.4(a).

1.7   "BS&W"
means bottom sediment and water, as provided in Section 2.4.

1.8   "Buyer
Benefit Plans" has the meaning specified in Section 3(b) of in Exhibit P ("Conditions of Employment").

1.9   "Buyer"
means Global Companies LLC, a Delaware limited liability company.

1.10 "Casualty"
has the meaning specified in Section 14.1(a).

1.11 "Closing"
has the meaning specified in Section 4.1.

1.12 "Closing
Date" has the meaning specified in Section 4.1.

1.13 "Condemnation"
has the meaning specified in Section 14.1(b).

1.14 "Conditions
of Employment" has the meaning specified in Section 2.5.

1.15 "Contracts"
has the meaning specified in Section 2.1(f).

1.16 "Cure
Period" has the meaning specified in Section 11.2.

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1.17 "Damages"
means any and all obligations, liabilities, damages (including, without limitation, physical damage to real or personal property or natural resources), civil
fines, liens, civil penalties, deficiencies, losses, judgments, settlements, personal injuries (including, without limitation, injuries or death arising from exposure to Regulated Substances), costs
and expenses (including, without limitation, accountants' fees, attorneys' fees, fees of engineers, health, safety, environmental and other outside consultants and investigators, and reasonable court
costs, appellate costs, and bonding fees), whether based in tort, contract or any local, state or federal law, common law, statute, ordinance or regulation, whether legal or equitable, past, present
or future, ascertained or unascertained, known or unknown, suspected or unsuspected, absolute or contingent, liquidated or unliquidated, choate or inchoate or otherwise.

1.18 "Defaulting
Party" has the meaning specified in Section 15.1.

1.19 "Effective
Date" has the meaning specified in the preamble of this Agreement.

1.20 "Eligible
Employee" has the meaning specified in Section 1 (a) of Exhibit P (Conditions of Employment").

1.21 "Environmental
Condition" means the existence of Regulated Substances in or on the soil, surface water, groundwater at, on or under the Terminals, or migrating from the
Terminals to a contiguous property or properties to the extent the levels of any such Regulated Substances exceeds naturally occurring background levels in such areas.

1.22 "Environmental
Documents" means those documents that are in Seller's possession and those are, (1) to the best of Seller's Knowledge, material with respect to
Environmental Conditions at the Terminals and (2) listed on Schedule 7.2.

1.23 "Environmental
Law" or "Environmental Laws" means any and all applicable common law, statutes and regulations, of the United States, the State of New York, and local
and county areas concerning the environment, preservation or reclamation of natural resources, natural resource damages, human health and safety, prevention or control of spills or pollution, or to
the management (including, without limitation, generation, treatment, storage, transportation, arrangement for transport, disposal, arrangement for disposal, or other handling), Release or threatened
Release of Regulated Substances, including without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §9601 et seq.), the Hazardous Material
Transportation Authorization Act of 1994 (49 U.S.C. §5101 et seq.), the Solid Waste Disposal Act (42 U.S.C. §6901 et seq.) (including the Resource Conservation and Recovery Act
of 1976, as amended), the Clean Water Act (33 U.S.C. §1251 et seq.), the Oil Pollution Act of 1990 (33 U.S.C. §2701 et seq.), the Clean Air Act (42 U.S.C. §7401 et
seq.), the Toxic Substances Control Act (15 U.S.C. §2601 et seq.), the Safe Drinking Water Act (42 U.S.C. §300(f) et seq.), the Emergency Planning and
Right-To-Know Act of 1986 (42 U.S.C. §11101 et seq.), the Endangered Species Act of 1973 (16 U.S.C. §1531 et seq.), the Lead-Based Paint
Exposure Reduction Act (15 U.S.C. §2681 et seq.), and the National Environmental Policy Act of 1969 (42 U.S.C. §4321 et seq.), and all State of New York and laws and, county
and local laws of a similar nature to federal law, and the rules and regulations promulgated thereunder, each as amended and, unless otherwise provided in this Agreement, in effect as of the Closing
Date.

1.24 "Environmental
Liabilities" means any Damages or Proceedings (whether incurred, existing or first occurring on, before or after the Closing Date) relating to or arising
out of ownership or operation of the Terminals (whether on, before or after the Closing Date) pursuant to any applicable Environmental Laws as in effect at any time, including without limitation:
(i) any Third Party Environmental Claim; (ii) any Governmental Environmental Enforcement Action; or (iii) any Remediation Activities.

1.25 "Environmental
Permits" shall mean those permits, authorizations, approvals, registrations, certificates, orders, waivers, variances or other approvals and licenses
issued by or required to be filed

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with
any Governmental Authority under any applicable Environmental Law that are in the name of Seller, related solely to the Terminals, and shown on Exhibit R-1, R-2 and
    .

1.26 "Feasibility
Study Period" has the meaning specified in Section 7.1.

1.27 "Governmental
Authority" or "Governmental Authorities" means any federal, state or local governmental authority, administrative agency, regulatory body, board,
commission, judicial body or other body having jurisdiction over the matter.

1.28 "Governmental
Environmental Enforcement Action" means any order, settlement agreement, consent decree, directive, notice of violation, notice of enforcement, letter of
notice, notice of noncompliance, corrective action, or similar type of legal requirement or instrument that is issued by, entered into with, or otherwise required by a Governmental Authority with
respect to an actual or alleged noncompliance under applicable Environmental Laws.

1.29 "Improvements"
has the meaning specified in Section 2.1(b).

1.30 "Indemnitee"
has the meaning specified in Section 9.5(a).

1.31 "Indemnity
Letter has the meaning specified in Sections 4.2(f) and 5.4(b), and Exhibit J.

1.32 "Indemnitor"
has the meaning specified in Section 9.5(a).

1.33 "Linefill"
has the meaning specified in Section 2.3(a).

1.34 "Material
Contracts" means all material contracts to which Seller is a party relating solely to the Terminals, which contracts are described in Exhibit E. The
term "Material Contracts" does not include any contracts between Seller and one or more of Seller's Affiliates, or any revenue-generating contracts related to the Terminals, including, but not limited
to, terminaling or throughput agreements, exchange agreements, and lease agreements.

1.35 "Non-Defaulting
Party" has the meaning specified in Section 15.1.

1.36 "Non-Material
or Revenue Generating Contacts" means the contracts described in Exhibit T.

1.37 "NYSDEC"
means New York State Department of Environmental Conservation.

1.38 "Off-Site"
means those areas contiguous to the Real Property to be conveyed under this Agreement and not considered On-Site.

1.39 "Off-Site
Disposal Activities" means any off-site transportation, storage, disposal, or treatment, or any arrangement for off-site
transportation, storage, disposal, or treatment of any Regulated Substance; provided however, that the term "Off-Site Disposal Activities" shall not include (i) the
Off-Site portion of an Environmental Condition that has migrated from the Terminals, (ii) Environmental Conditions on Off-Site contiguous property under Terminals dock
lines and dock facilities, if any, and (iii) Environmental Conditions of waterways extending beyond the Terminal's shoreline, if any.

1.40 "Off-Site
Remediation Activities" means any Remediation Activities with respect to the Terminals that relate to Off-Site Disposal Activities.

1.41 "On-Site"
means the Real Property to be conveyed under this Agreement.

1.42 "Order"
means any current judgment, order, settlement agreement, writ, injunction or decree of any Governmental Authority having jurisdiction over the matter and still
in effect as of the Closing Date.

1.43 "Permits"
has the meaning specified in Section 2.1(g).

1.44 "Permitted
Title Exceptions" has the meaning specified in Section 5.4.

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1.45 "Personal
Property" has the meaning specified in Section 2.1(d).

1.46 "Proceedings"
means any civil actions, civil causes of action, written demands, written claims, civil suits, civil investigations, and any appeals therefrom.

1.47 "Products"
has the meaning specified in Section 2.4(a).

1.48 "Purchase
Price" has the meaning specified in Section 3.1.

1.49 "Real
Property" has the meaning specified in Section 2.1(a).

1.50 "Reasonable
Written Notification" means written notice provided within thirty (30) days of any notice of an alleged claim being received in writing by the party
seeking indemnity, but in any event prior to the date any formal response to such claim is required. Such written notice shall describe in reasonable detail the nature of the Damages and Proceedings
for which indemnification and defense is sought. Notice of any Third Party Environmental Claim or Governmental Environmental Enforcement Action shall include, at a minimum, a copy of the notice
received from the Third Party or the Governmental Authority, respectively. Furthermore, if a Party receives notice from a Governmental Authority relating to a matter that may ultimately lead to a
settlement agreement, consent decree, or supplemental environmental project, then Reasonable Written Notification shall be provided on the basis of such first notice, and not delayed until receipt of
the ultimate settlement agreement, consent decree or supplemental environmental project.

1.51 "Regulated
Substance" means any (a) chemical, substance, material, or waste that is designated, classified, or regulated as "industrial waste," "hazardous
waste," "hazardous material," "hazardous substance," "toxic substance," or words of similar import, under any applicable Environmental Law; (b) petroleum, petroleum hydrocarbons, petroleum
products, petroleum substances, crude oil, and components, fractions, derivatives, or by-products thereof; (c) asbestos or asbestos-containing material (regardless of whether in a
friable or non-friable condition), or polychlorinated biphenyls; and (d) substance that, whether by its nature or its use, is subject to regulation under any applicable
Environmental Law in effect at that time or for which a Governmental Authority requires Remediation Activities with respect to the Terminals.

1.52 "Release"
shall have the meaning specified in CERCLA; provided, however, that, to the extent the Environmental Laws in effect at any time after the Closing Date
establish a meaning for "Release" that is broader than that specified in CERCLA, such broader meaning shall apply to any "Release" occurring after Closing.

1.53 "Remediation
Activities" means any investigation, study, assessment, testing, monitoring, containment, removal, disposal, closure, corrective action, remediation
(regardless of whether active or passive), natural attenuation, bioremediation, response, cleanup or abatement, whether On-Site or Off-Site, of an Environmental Condition to
standards required by applicable Environmental Laws in effect at such time or as required by an appropriate Governmental Authority for property used for continued bulk petroleum storage and
distribution, including but not limited to maintaining any engineering controls to contain or stabilize Regulated Substances (including without limitation, caps, covers, dikes, trenches, leachate
collection systems, signs, fences and access controls).

1.54 "Retained
Employee" has the meaning specified in Section 1(a) of Exhibit P ("Conditions of Employment").

1.55 "Retained
Environmental Liabilities" has the meaning specified in Section 7.3.

1.56 "Seller"
means ExxonMobil Oil Corporation, a New York corporation.

1.57 "Seller's
Knowledge" means the knowledge of Seller's current supervisory employees who, in the normal scope of their employment would have knowledge of the matter.

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1.58 "Survey" has the meaning specified in Section 11.2.

1.59 "Taxes"
means all taxes and similar governmental charges, imposts, levies, fees and assessments, however denominated, including interest, penalties or additions to any
such tax that may become payable with respect thereto, whether disputed or not.

1.60 "Terminals"
has the meaning specified in Section 2.1.

1.61 "Terminals
Inventory" has the meaning specified in Section 2.4(a).

1.62 "Third
Party" means any individual or legal business entity other than: (i) a Party; (ii) a Party's Affiliates; (iii) a Party's Authorized
Representatives; (iv) employees, officers, directors, agents and representatives and all successors of a Party and its Affiliates; and, (v) a Party's permitted assigns.

1.63 "Third
Party Environmental Claim" means a Proceeding by any Third Party alleging Damages relating to or arising out of exposure to, or Off-Site migration
of, a Regulated Substance (including, without limitation, Damages for Proceedings arising under applicable Environmental Laws in connection with an Environmental Condition and Damages for Remediation
Activities undertaken by a Third Party at its property). Notwithstanding anything to the contrary in this Agreement, to the extent that Remediation Activities are required by Governmental Entities as
a result of a Third Party Environmental Claim, such Remediation Activities shall be governed by the provisions under this Agreement dealing with Remediation Activities.

1.64 "Title
Commitment" has the meaning specified in Section 11.1.

1.65 "Title
Company" means Stewart Title Guaranty Company.

1.66 "Title
Cure Period" has the meaning specified in Section 11.3.

1.67 "Title
Objections" has the meaning specified in Section 11.3.

1.68 "Use
Restrictions" has the meaning specified in Section 7.9(a).

ARTICLE II

TERMINALS

2.1Terminals.On the terms and subject to the conditions of this Agreement and for the
consideration stated in this Agreement, at the Closing, Buyer shall purchase and receive from Seller, and Seller shall sell, convey and deliver to Buyer, free and clear of any and all liens, pledges
and encumbrances except for Permitted Title Exceptions, all of Seller's right, title and interest in and to the following, which taken together constitutes the "Terminals".



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2.2Exclusions.The transactions covered by this Agreement consist only of the sale of
assets, and not the sale of a business. The Terminals excludes:



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2.3Disclaimer.Buyer acknowledges that it has examined the Terminals, independently and
personally. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE TERMINALS SHALL BE SOLD BY SELLER AND ACCEPTED BY BUYER "AS IS, WHERE IS," WITH ALL FAULTS KNOWN AND UNKNOWN, WITH NO REPRESENTATIONS OR
WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION, DESIGN, OPERATION, CAPACITY OR OTHERWISE. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT,
SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT OR RELATED TO BUYER'S INTENDED OR ACTUAL USE OF THE TERMINALS AFTER CLOSING. IN ADDITION, AND NOT BY WAY OF LIMITATION, SELLER MAKES NO
REPRESENTATION OR WARRANTY WITH RESPECT TO THE QUALITY, ACCURACY OR COMPLETENESS OF ANY OPERATING MANUALS COVEYED AS PART OF THE TERMINALS' BOOKS AND RECORDS. BUYER'S SUBSEQUENT USE OF SUCH MANUALS
WILL BE AT BUYER'S OWN RISK AND BUYER RELEASES SELLER FROM ANY LOSS, LIABILITY, OR DAMAGE ARISING FROM, ASSOCIATED WITH, OR RELATED TO BUYER'S USE OF SUCH MANUALS. Within ninety (90) days after
Closing, Buyer shall convert the Terminal's OPA 90 Plan, Marine Operator Manual, and SPCC Plan to its company name, and shall make any operational changes to such plans as Buyer in its discretion
deems necessary or desirable. Seller will not be responsible for cleaning tanks or removing tank bottoms, including water, sludge, and sediment for tanks that are in service or idle as of the Closing
Date, or prior to or after the Closing Date. At Closing, Seller shall execute a bill of sale in favor of Buyer, in substantially the form set forth on Exhibit I conveying any improvements,
fixtures, equipment and personal property included in the Terminals, which bill of sale shall contain special warranties of title and the "AS IS, WHERE IS" provision contained in this
Section 2.3.

2.4Inventories.



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2.5Employees.Upon execution of this Agreement by both Parties, Buyer will have the
right to interview and offer employment to any of Seller's or its Affiliates' Eligible Employees. Seller will provide Buyer with a list of the Eligible Employees in Attachment A to Exhibit P
("Conditions of Employment") within five (5) days after the execution of this Agreement by both Parties. Buyer agrees to offer employment to at least 75% of the Eligible Employees, as provided
in Exhibit P and to comply with all other terms and conditions set forth in Exhibit P. Buyer is prohibited from interviewing and/or offering employment to any employee of Seller other
than an Eligible Employee subject to the provisions of Exhibit P.

ARTICLE III

PURCHASE PRICE

3.1Purchase Price.The total monetary consideration to be paid by Buyer to Seller for
the Terminals shall be Thirty Four Million and Seven Hundred Thousand U.S. Dollars ($34,700,000) (the "Purchase Price"), plus all taxes and fees applicable to bulk sales of petroleum products. Upon
Buyer's execution of this Agreement, Buyer will pay One Million and Eight Hundred Thousand U.S. Dollars ($1,800,000) to Seller, to be held in an interest-bearing account by the Title Company ("Earnest
Money"). Buyer shall pay the Purchase Price to Seller in accordance with Section 3.2.

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3.2Payment of Purchase Price.Subject to adjustment, if any, under Section 14.1,
at Closing, Buyer shall pay to Seller the Purchase Price, less the Earnest Money and any accrued interest thereon delivered to Seller by the Title Company, in U.S. Dollars in immediately available
federal funds via bank wire-transfer to a bank account designated by Seller, which designation shall be given to Buyer in writing at least three (3) business days prior to the
Closing Date.

3.3Allocation of Purchase Price.The Purchase Price shall be allocated for tax
accounting purposes in accordance with Schedule 3.3 attached hereto. Buyer and Seller agree that they will not take (and will not permit any Affiliate to take), for income tax purposes, any
position inconsistent with the allocation on Schedule 3.3. Such allocations are not established necessarily for financial or accounting purposes other than for tax accounting.

ARTICLE IV

THE CLOSING

4.1Time and Place; Escrow Agent.Subject to any extensions of the Closing Date under
Section 11.3 and to satisfaction of the conditions set forth in Article VIII, the closing of the transaction contemplated hereby (the "Closing") shall be held at the offices of the
Seller on or before ninety (90) days after execution of this Agreement (the "Closing Date"), or at such other time or place or in such other manner, including by mail, as Seller and Buyer may
mutually agree in writing. Except as may be permitted by Section 11.3 and Article VIII of this Agreement, if Buyer fails to close on or before the Closing Date for any reason not
permitted by this Agreement, Seller shall be entitled, in its discretion to: (a) seek specific performance of this Agreement, or (b) terminate this Agreement, retain all Earnest Money
and interest thereon, and except as set forth in Section 15.1, neither Party will have any further right or obligation under this Agreement. The Parties reserve the right to close through an
escrow agent, mutually acceptable to both Parties. The costs of the escrow agent, if any, will be shared equally by both Parties.

4.2Seller's Deliveries.At the Closing, Seller shall deliver to Buyer or Buyer's
nominee the following:



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4.3Buyer's Deliveries.At the Closing, Buyer shall deliver to Seller, or effect the
delivery to Seller of, the following:



4.4Agreements.The following agreements shall be entered into between Seller and Buyer
on the Closing Date:



4.5Effectiveness of Agreements.No agreement described in Section 4.4 shall be
effective prior to Closing.

4.6Seller's Remedies.Except as provided in Section 4.1, if Buyer defaults in
the performance of its obligations under this Agreement, and Seller elects to terminate this Agreement, the Earnest Money and interest thereon shall be retained by Seller as damages for Buyer's
default and as Seller's sole remedy at law or in equity for such default. Seller and Buyer acknowledge that they have made good faith reasonable efforts to determine what Seller's damages would be in
the event of Buyer's default, and they agree that such damages would be extremely difficult and impractical to determine. Therefore, the Earnest Money and any accrued interest thereon shall serve as
liquidated damages and shall be Seller's sole right to damages for Buyer's failure to complete the purchase or otherwise perform if Buyer is in default.

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ARTICLE V

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

5.1Organization.Seller is a corporation duly organized, validly existing and in good
standing under the laws of the State of New York, is duly authorized to do business in, and is in good standing in the state where the Terminals are located, and has all requisite corporate power and
authority to execute, deliver and perform this Agreement and each agreement and instrument to be executed and delivered by Seller pursuant hereto.

5.2Due Authorization.The execution, delivery and performance by Seller of this
Agreement and each agreement and instrument to be executed and delivered by Seller pursuant hereto, and the taking by Seller of the actions contemplated hereby and thereby, have been duly authorized
by all necessary corporate action on the part of Seller. This Agreement is, and each agreement and instrument to be executed and delivered by Seller pursuant hereto will be, when so executed and
delivered, a valid and binding obligation of Seller enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or similar laws
affecting the rights of creditors generally and by general principles of equity.

5.3No Violation.The execution, delivery and performance by Seller of this Agreement
and each instrument and agreement to be executed and delivered by Seller pursuant hereto and the consummation of the transactions contemplated hereby and thereby do not and will not
(a) conflict with or violate any provision of Seller's Articles of Incorporation or Bylaws, (b) to Seller's Knowledge, conflict with or result in a breach or default of any agreement
(other than a Material Contract) or other instrument to which Seller is a party or by which it is bound, the adverse consequences of which, either individually or in the aggregate, would materially
impair Buyer's ownership, use or operation of the Terminals from and after Closing, (c) violate or breach any Order applicable to Seller, (d) result in a breach, default, termination or
acceleration of performance of any Material Contract, or (e) result in the imposition of an encumbrance on the Terminals under any Material Contract.

5.4Title to Properties.Except as specified in Schedule 5.4, Seller has, and on
the Closing Date will have, good and indefeasible title to all of the Terminals. At Closing, Seller will convey the Terminals to Buyer free and clear of all mortgages, liens (including federal, state
and local tax liens), claims, judgments, assessments, charges, pledges, security interests and other encumbrances, subject only to the following items (collectively, the "Permitted Title Exceptions"):



5.5Litigation.Except as set forth in Schedule 5.5, there is no suit, action,
claim, arbitration, administrative or legal or other proceeding or governmental investigation pending or, to Seller's Knowledge, threatened against or related to the Terminals or the business
operations thereon or the employees threat. Except as set forth in Schedule 5.5, there is no Order in effect relating specifically to the Terminals.

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5.6Condemnation and Zoning.There is no condemnation or eminent domain proceeding
pending or, to Seller's Knowledge, threatened against the Terminals by publication or other writing, nor is there any proceeding pending or, to Seller's Knowledge, threatened by publication or other
writing, which could materially adversely affect the zoning classification of the Terminals in effect as of the date hereof.

5.7Permits.Exhibits F-1 and F-2, and R-1
and R-2, list all material Permits and Environmental Permits in effect with respect to the Terminals on the date of this Agreement. Except as disclosed on Exhibits F-1
and F-2, and R-1 and R-2, to Seller's Knowledge, neither Seller nor its Affiliates has received any notice of any claim or default relating to the Permits or
Environmental Permits. To Seller's Knowledge, all material Permits and Environmental Permits are
valid and in full force and effect and the permit holder is in compliance in all material respects therewith.

5.8Condition of Terminals.Seller has continued to maintain and operate the Terminals
in the ordinary course of its business, and will continue to do so until Closing.

5.9Contracts.Seller has delivered to Buyer true and correct copies of all Material
Contracts and all Non-Material or Revenue Generating Contracts. The Material Contracts have not been modified except as provided in amendments delivered to Buyer. Neither Seller nor, to
Seller's Knowledge, any other party to the Material Contracts, is in breach or default thereunder. Except as disclosed in Schedule 5.9, under the terms of the Material Contracts, the Material
Contracts may be assigned to and assumed by Buyer without penalty or expense.

5.10Compliance with Laws.Except (a) to the extent, if any, disclosed on
Schedule 5.10 or in the Environmental Documents, (b) as to any matter with respect to which Seller has agreed to be responsible for or indemnify Buyer in Article VII, and
(c) as to any matter relating to, arising out of, or resulting in Remediation Activities at the Terminals, to Seller's Knowledge, Seller's ownership, use and operation of the Terminals as of
the Closing Date will be in compliance in all material respects with all applicable federal, state and local laws, rules, regulations and orders (including but not limited to, all applicable
Environmental Laws) in effect and requiring compliance as of the Closing Date and Seller has not received notice from any Government Authority asserting any act of non-compliance.

5.11Consents.Except as set forth on Schedule 5.11, no consent or approval from
or filing with any third party is required in connection with the execution and performance by Seller of this Agreement, and there are no options or other preferential purchase rights held by any
person or entity not a party to this Agreement to purchase or acquire any interest in the Terminals.

5.12Taxes.Seller has paid prior to the Closing Date all Taxes due and payable on or
before the Closing Date assessed against the Terminals or each Terminal Inventory for all taxable years or taxable periods prior to the Closing Date (including portions of taxable years or periods
with respect to which Taxes are due and payable on or before the Closing Date).

5.13Foreign Person.Seller is not a "foreign person" as defined in Section 1445
of the Code and the regulations promulgated thereunder. Seller's U.S. tax identification number is 13-5401570.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller as follows:

6.1Organization.Buyer is a limited liability company duly organized, validly existing
and in good standing under the laws of the State of Delaware, is duly authorized to do business in and is in good standing in the State of New York and, and has all requisite limited liability company
power and authority to execute, deliver and perform this Agreement and each agreement and instrument to be executed and delivered by Buyer pursuant hereto.

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6.2Due Authorization.The execution, delivery and performance by Buyer of this
Agreement and each agreement and instrument to be executed and delivered by Buyer pursuant hereto, and the taking by Buyer of the actions contemplated hereby and thereby, have been duly authorized by
all necessary corporate action on the part of Buyer. This Agreement is, and each agreement and instrument to be executed and delivered by Buyer pursuant hereto will be, when so executed and delivered,
a valid and binding obligation of Buyer enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting
the rights of creditors generally and general principles of equity.

6.3No Violation.The execution, delivery and performance by Buyer of this Agreement and
each instrument and agreement to be executed and delivered by Buyer pursuant hereto and the consummation of the transactions contemplated hereby and thereby do not and will not (a) conflict
with or violate any provision of Buyer's Certificate of Formation or Operating Agreement, (b) to Buyer's knowledge, conflict with or result in a breach or default of any agreement or other
instrument to which Buyer is a party or by which it is bound, or (c) violate or breach any Order applicable to Buyer.

ARTICLE VII

ENVIRONMENTAL

7.1Feasibility Study Period.Prior to the date of this Agreement Seller has made
available to Buyer and its Authorized Representatives the Environmental Documents, Orders, and Environmental Permits. Seller has provided Buyer with timely, reasonable access to Seller's Authorized
Representatives with knowledge of any relevant facts relating to the Environmental Documents, the Environmental Conditions, or the Remediation Activities. Seller has provided Buyer and its Authorized
Representatives access to the Real Property prior to the signing of this document to inspect and to survey the Real Property and conduct Buyer's due diligence investigations of the Terminals
("Feasibility Study Period"). Seller has provided Buyer and its Authorized Representatives reasonable access during normal business hours to the Terminals to conduct such activities during the
Feasibility Study Period, subject to Seller's policies and regulations regarding safety and security. The Feasibility Study Period shall be extended for that period of time between the Effective Date
and the date 10 days prior to the Closing solely for the purposes of discussions with appropriate government officials and regulators relative to the transfer and securing of Permits, the
assumption of environmental liabilities by Buyer and general transition matters. Buyer and Seller shall coordinate the timing, attendance, and subject matter of any such meeting during the Feasibility
Study Period as so extended, including without limitation the identity of Buyer and Seller representatives who will attend such meetings.

7.2Environmental Documents.In order to establish the environmental status of the
Terminals, Seller, Buyer and its Authorized Representatives have reviewed or acknowledged the existence of the Environmental Documents, which include the results of all tests conducted by Buyer and
its Authorized Representatives under Section 7.1, if any. Seller and Buyer have agreed that Schedule 7.2 includes or references all material information, known to exist by either Party,
related to, affecting or concerning the Environmental Condition or status of the Terminals as of the Closing Date and that such information shall constitute the "Baseline Condition" of the Terminals.
Seller shall not be responsible for any Environmental Condition, whether or not identified as part of the Baseline Condition.

7.3Seller's Retained Environmental Liabilities.Seller shall retain and be solely
responsible for the following matters (collectively, "Retained Environmental Liabilities):



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7.4Buyer's Assumed Environmental Liabilities.Except for Seller's Retained
Environmental Liabilities, Buyer shall assume and be solely responsible for all Environmental Liabilities relating to or arising out of the Terminals, whether existing or asserted before, on, or after
the Closing Date, whether known or unknown, whether based on past, present, or future conditions or events, including but not limited to undertaking such Remediation Activities of the Environmental
Conditions as may be required by applicable laws, regulations, or government orders ("Assumed Environmental Liabilities").

7.5Seller's Environmental Indemnity.For purposes of this Section 7.5, where
Buyer is the indemnified party, the term "Buyer" shall include Buyer and its Affiliates and the directors, officers, employees, agents and representatives, and all successors and assigns, of the
foregoing. Seller shall indemnify, hold harmless and defend Buyer from and against any Damages and Proceedings asserted against or incurred by Buyer prior to the Closing Date relating to or arising
out of the Retained Environmental Liabilities; provided, however, that:



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7.6Buyer's Environmental Indemnities.For purposes of this Section 7.6, where
Seller is the indemnified party, the term "Seller" shall include Seller and its Affiliates and the directors, officers, employees, agents and representatives, and all successors and assigns of the
foregoing. From and after the Closing Date, Buyer shall indemnify, hold harmless and defend Seller from and against any Damages and Proceedings asserted against or incurred by Seller relating to or
arising out of the Assumed Environmental Liabilities, including:



Buyer's
indemnity obligations under this Section 7.6 will be set forth in the deed conveying the Real Property, will be a covenant running with the land, and will bind the
successors, heirs and assigns of Buyer.

7.7Buyer's Release of Seller for Environmental Liabilities.



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7.8Seller's Access to the Terminals.



7.9Other Environmental Issues and Related Use Restrictions.



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7.10Arbitration Procedures.Except as otherwise provided herein, any dispute between
the Parties under this Article VII shall be resolved by arbitration in Fairfax, Virginia in accordance with the rules of the American Arbitration Association and subject to the provisions of
this Section 7.10.



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7.11Environmental Notices.Except as otherwise stated in this Article VII, all
notices or correspondence required or permitted to be given under this Article VII shall be in writing. Notices may be given in person, or may be sent by nationally-recognized overnight
courier, registered or certified mail (postage prepaid and return receipt requested) or facsimile with written confirmation to the party to be notified at the following address:

| |  | If to Seller: |  | ExxonMobil Oil Corporation
c/o Exxon Mobil Corporation
Global Remediation
Attn: Global Major Projects Manager
3225 Gallows Road
Fairfax, VA 22037
703/846-6051 Telephone
703/846-5298 Facsimile |  | 
| |  | ------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
| |  | If to Buyer:  |  | Global Companies LLC
Attn: Senior Vice President, Terminals and Operations
800 South Street, Suite 200
Waltham, MA 02454
781-398-4368 Telephone
781-398-4160 Facsimile                          |  | 

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Either Party may change its address or facsimile number by providing written notice to the other at least ten (10) days prior to the effective date of such change. Notices given in accordance
with this Article VII shall concern only those matters governed by this Article VII. Notices given in accordance with this Section 7.11 shall be deemed to have been given:
(a) at the time of delivery when delivered personally; (b) upon receipt when sent by nationally-recognized overnight courier, registered or certified mail (postage prepaid and return
receipt requested); or (c) upon completion of successful transmission when sent by facsimile (unless transmission is completed outside recipient's normal working hours, in which case such
notice shall be deemed given at the start of recipient's next business day). Any notice required or permitted to be given under any other Article of this Agreement shall be separated from
Article VII notices, and shall be given in accordance with Section 15.5 of this Agreement.

ARTICLE VIII

CONDITIONS PRECEDENT TO CLOSING

8.1Obligation of Buyer to Close.The obligation of Buyer to consummate the purchase of
the Terminals on the Closing Date is subject to (i) the satisfaction of the following conditions on or prior to the Closing Date and/or (ii) Buyer's written waiver of any such conditions
as remain unsatisfied as of the Closing Date:



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8.2Obligation of Seller to Close.The obligation of Seller to consummate the sale of
the Terminals on the Closing Date shall be subject to (i) the satisfaction of the following conditions on or prior to the Closing Date and/or (ii) Seller's written waiver of any such
conditions as remain unsatisfied as of the Closing Date:



ARTICLE IX

INDEMNIFICATION

9.1Definitions.As used in this Article IX, "Loss"shall mean any claim, liability, obligation, expense, cost or
other damage or loss (including without limitation, reasonable attorneys' and
consultants' fees), fine or penalty. "Loss" shall also include in each instance, but shall not be limited to, all reasonable costs and expenses of investigating and defending any claim or any order,
directive, final judgment, compromise, settlement, fine, penalty, court costs or proceeding arising at any time under or from any Government Authority, including all reasonable costs and expenses and
court costs incurred in the enforcement of rights under this Article IX. "Loss" shall not include any special, consequential, indirect or loss of profit damages or any Loss for which one Party
has assumed responsibility or agreed to indemnify the other Party under Article VII of this Agreement.

9.2Indemnification By Seller.From the Closing Date, in addition to all other
obligations of Seller to Buyer set forth in this Agreement, Seller shall indemnify, defend and hold harmless Buyer, Buyer's Affiliates and their respective directors, officers, employees,
representatives, successors and assigns from and against any Loss resulting from, related to, or arising out of (a) any Loss for which Seller has assumed responsibility or agreed to indemnify
Buyer under Article VII or (b) the breach by Seller (or any shareholder, officer, director, employee of Seller) of any representation, warranty or covenant contained in this Agreement,
in any Exhibit or Schedule to this Agreement, or in any document,
instrument, agreement or certificate delivered under this Agreement; provided that Seller shall have no indemnification obligation for any such Loss if Seller has not received a claim from Buyer
(specifying in reasonable detail the basis for such Loss) within one year following the Closing Date.

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9.3Indemnification By Buyer.From and after the Closing Date, in addition to all other
obligations of Buyer to Seller set forth in this Agreement, Buyer shall indemnify, defend and hold harmless Seller, Seller's Affiliates and their respective directors, officers, employees,
representatives, successors and assigns from and against any Loss resulting from, related to, or arising out of:



9.4Conflict.In the event of any conflict or ambiguity in the language of this
Article IX, or any other portion of this Agreement, with the language of Article VII, the Parties agree that Article VII language shall be controlling.

9.5Procedures.



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ARTICLE X

SURVIVAL

10.1Representations and Warranties.All representations and warranties made in this
Agreement, in any Exhibit or Schedule to this Agreement, or in any document, instrument, agreement or certificate delivered under this Agreement will survive until one year after Closing. At the end
of such survival period set forth above, such representations and warranties shall terminate and have no further force and effect.

10.2Covenants.Unless otherwise specified in this Agreement, the Parties obligations
under the following sections and articles will survive the Closing of this transaction and delivery of the deed: Articles I, VII, IX, X, XII, XIII and XV, Sections 2.4 (d) and
(e), 3.1, 3.3, and 11.3.

ARTICLE XI

TITLE COMMITMENT; SURVEY; RISK OF LOSS

11.1Title Insurance.Buyer will furnish and pay the premium for a standard title
insurance policy issued by the Title Company in an amount equal to the portion of the Purchase Price that is allocated to the Real Property and Improvements, naming Buyer as the proposed insured.
Subject to Permitted Title Exceptions, copies of which shall be provided to Buyer within ten (10) days after the Effective Date, Seller shall deliver to Buyer at the Closing title insurable by
the Title Company at standard rates. Any abstracting, title certification, and charges for title examination will be at Buyer's expense. Buyer shall cause the Title Company to deliver to Buyer, with a
copy to Seller, a title commitment setting forth the status of title to the Property on or before the thirtieth (30th) day following the Effective Date (the "Title Commitment").

11.2Survey.Buyer shall cause to be prepared at its expense a current ALTA land title
survey of the Property ("Survey"), by a duly licensed land surveyor and professional engineer satisfactory to the Title Company. The Survey shall be completed within thirty (30) days after the
Effective Date. Upon completion of the Survey, Buyer shall deliver promptly three (3) prints thereof to Seller and at least one (1) print to the Title Company. The Survey will
(i) show the location of all streets, roads, railroads, creeks or other water courses, fences, easements, rights-of-way and other encumbrances or encroachments on or
adjacent to the Property, including all of the title matters shown on the Title Commitment and (ii) set forth a certified legal description of the Property.

11.3Title Objections.Within fifteen (15) days after receiving the later of the
Title Commitment or the Survey, Buyer shall notify Seller if the Title Commitment or Survey reveals any liens, encumbrances, claims or exceptions (including, without limitation, any matters set forth
on Schedule 5.4) that, in Buyer's reasonable judgment, are unacceptable ("Title Objections"). If Seller is unable or unwilling to cure any Title Objections, Seller will provide written notice
thereof to Buyer within fifteen (15) days following receipt of notice of Title Objections from Buyer and Buyer shall have the right, at its option, by written notice to Seller within fifteen
(15) days following receipt of Seller's written notice, either (i) to terminate this Agreement and obtain a refund of the Earnest Money and all interest thereon, whereafter both Parties
shall be relieved and discharged of any rights, liabilities or obligations hereunder, or (ii) to waive such defect and proceed to Closing. Buyer's failure to exercise the right to terminate
within the said fifteen (15) day period shall constitute a waiver of Buyer's right to terminate with respect to such title matters. However, if Seller elects to cure the Title Objections

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(although
Seller will have no such obligation to do so), Seller shall provide Buyer with notice of its intention to cure same within the fifteen (15) days aforesaid and Seller shall have an
opportunity, at its expense, to remove such Title Objections within sixty (60) days following receipt of written notice from Buyer identifying the Title Objections (the "Title Cure Period"). In
no event shall Seller have any obligation to commence litigation or to incur costs in excess of One Thousand Dollars ($1,000.00) to cure or remove any Title Objections. If Seller is unable to cure any
Title Objections within the Title Cure Period that, in the reasonable opinion of the Title Company or Buyer, must be cured in order to deliver good and marketable title, Buyer may, as its sole and
exclusive remedy, and upon written notice to Seller within fifteen (15) days after expiration of the Title Cure Period, terminate this Agreement, in which event the Earnest Money shall be fully
refunded to Buyer. Any changes to the Title Commitment or the Survey prior to the Closing and subsequent to the Buyer's receipt of the Title Commitment or Survey will be subject to the Title
Objections procedures of this Section 11.3, commencing as of the date Buyer obtains knowledge of such change.

11.4Risk of Loss.Risk of loss with respect to the Terminals shall be borne by Seller
until Closing. The risk of loss of the Terminals shall pass to the Buyer at Closing.

ARTICLE XII

FURTHER ASSURANCE

From time to time after Closing, Seller and Buyer shall, upon request of the other and without further consideration, execute, acknowledge and deliver such
further instruments of transfer, conveyance or assumption and such other documents as Seller or Buyer may reasonably request more effectively to vest in Buyer the right and title to, interest in and
enjoyment of, the Terminals or to carry out the transactions and agreements contemplated by this Agreement.

ARTICLE XIII

COSTS AND EXPENSES

13.1Brokerage Commissions.Neither of the Parties nor, where applicable, any of their
respective shareholders, officers, directors, or employees, has employed or will employ any broker, agent, finder or consultant or has incurred or will incur any liability for any brokerage fees,
commissions, finders' fees or other fees in connection with the negotiation or consummation of the transactions contemplated by this Agreement.

13.2Closing Adjustments.The following items shall be paid, prorated, or adjusted as of
the Closing Date in the manner hereinafter set forth:



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13.3Timing of Adjustments.All monetary adjustments necessary to achieve the
allocations specified in Section 13.2, to the extent reasonably practicable, shall be made at the Closing. To the extent any such adjustments cannot be made at the Closing, the same shall be
made after the Closing as and when complete information becomes available. Seller and Buyer agree to cooperate and to use their best efforts to complete such adjustments no later than thirty
(30) days after the Closing Date.

ARTICLE XIV

CASUALTY AND CONDEMNATION

14.1Notice of Fire Casualty or Condemnation.In the event that after the date of this
Agreement and prior to the Closing:



14.2Buyer's Election.Buyer must elect one of the following options and give written
notice to Seller of such election within (i) fifteen (15) days after the insurance adjuster's written determination in the case of a Casualty, or (ii) thirty (30) days
after Buyer's receipt of Seller's notice of Condemnation in the case of a Condemnation:



14.3Exclusive Remedy.Notwithstanding any provision to the contrary contained herein,
the remedies provided to Buyer under Section 14.2(a) and (b) constitute Buyer's exclusive remedies in connection with the circumstances described therein.

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ARTICLE XV

GENERAL; ADDITIONAL COVENANTS

15.1Termination.If this Agreement is terminated by Seller or by Buyer as a matter of
right or as permitted under this Agreement, such termination shall be without liability of either Party to the other, or to any of their shareholders, affiliates, directors, officers, employees,
agents, consultants or representativesexcept thatSeller's obligation under Section 9.2 and Buyer's obligation under Section 9.3(b) shall
remain in full force and effect. If either Party (the "Non-Defaulting Party") terminates this Agreement because the other Party (the "Defaulting Party") fails to perform any covenant,
obligation or agreement contained in this Agreement, the Defaulting Party shall be fully liable for any and all damages, costs and expenses (including, but not limited to, reasonable attorneys' fees)
sustained or incurred by the Non-Defaulting Party; provided, however, neither Party shall be liable to the other for punitive, indirect, consequential or special damages.

15.2Specific Performance.The Parties agree that a Party would be irreparably injured
if the other Party breaches any of its obligations under this Agreement. Accordingly, the non-breaching Party is entitled to an injunction and specific enforcement of this Agreement, in
addition to any other remedy available at law or in equity.

15.3Entire Agreement.This Agreement, including all of the Exhibits and Schedules
hereto, constitutes the entire understanding between the Parties with respect to the subject matter contained herein and supersedes any prior understandings, negotiations or agreements, whether
written or oral, between them respecting such subject matter.

15.4Headings.The headings in this Agreement are for convenience of reference only and
shall not affect its interpretation.

15.5Notices.Except for notices required under Article VII of this Agreement,
all notices or other correspondence required or permitted to be given under this Agreement shall be in writing and addressed to the Party to be notified at the address listed in this
Section 15.5. Notice shall be given in person, or shall be sent by nationally-recognized overnight courier, registered or certified mail (postage prepaid and return receipt requested) or
facsimile with written communication to the Party to be notified at the following address:

|Seller:                           |  | Buyer:                      
|--------------------------------- |  | ----------------------------
|Mail: ExxonMobil Oil Corporation  |  | Mail: Global Companies LLC  
|c/o Mobil Pipe Line Company       |  | 800 South Street, Suite 200 
|3225 Gallows Road                 |  | Waltham, MA 02454           
|Fairfax, VA 22037                 |  | Attn: Senior Vice President
|Attn: Northern Operations Manager |  | Terminals and Operations    
|Facsimile: 703-846-5955           |  | Facsimile: 781-398-4160     
|Phone: 703-846-5257               |  | Phone: 781-398-4368         
|                                  |  | With a copy to:             
|                                  |  | Global Companies LLC        
|                                  |  | 800 South Street, Suite 200 
|                                  |  | Waltham, MA 02454           
|                                  |  | Attn: General Counsel       
|                                  |  | Facsimile: 781-398-4165     
|                                  |  | Phone: 781-398-4211         

Either
Party may change its address or facsimile number by providing written notice to the other at least ten (10) days prior to the effective date of such change. Notices given in accordance
with this

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Section 15.5
shall be deemed to have been given: (a) at the time of delivery when delivered personally; (b) upon receipt when sent by nationally-recognized overnight courier,
registered or certified mail (postage prepaid and return receipt requested); or (c) upon completion of successful transmission when sent by facsimile (unless transmission is completed outside
recipient's normal working hours, in which case such notice shall be deemed given at the start of recipient's next business day). Notices given in accordance with this Section 15.5 shall
concern only those matters not governed by Article VII and shall be separated from Article VII notices, which are governed by Section 7.13 of this Agreement.

15.6Exhibits and Schedules.Each Exhibit and Schedule referred to in this Agreement is
incorporated into this Agreement by such reference.

15.7Severability.If any provision of this Agreement is held illegal, invalid or
unenforceable, such illegality, invalidity or unenforceability will not affect any other provision hereof. This Agreement shall in such circumstances be deemed modified to the extent necessary to
render enforceable the provisions hereof.

15.8Waiver.The failure of any Party to insist upon strict performance of any of the
terms or conditions of this Agreement will not constitute a waiver of any of its rights hereunder.

15.9Assignment.Except for the assignment rights specified in Section 4.2 and in
this Section 15.9, neither Party may assign this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Seller may assign this
Agreement to an affiliate or any entity into which it is merged or combined. Any assignment of this Agreement, by operation of law or otherwise, shall not relieve the assignor of any obligations
hereunder. Any assignment made in violation of this Section 15.9 shall be void.

15.10Parties in Interest; No Third Party Beneficiary.This Agreement shall inure to the
benefit of and be binding upon Buyer and Seller and their respective successors and permitted assigns. Except as otherwise provided herein, nothing in this Agreement will be construed as conferring
upon any person or entity other than Buyer and Seller, and their respective successors in interest and permitted assigns, any right, remedy or claim under or by reason of this Agreement.

15.11Governing Law.This Agreement and the rights and obligations of the parties
hereunder shall be governed by, and shall be construed and enforced in accordance with, the internal law of the state of New York (including without limitation section 5-1401 of the
General Obligations Law of the State of New York), without regard to conflicts of laws principles thereof that would result in application of substantive laws of any other state.

15.12Choice of Forum.Where Federal subject matter or diversity jurisdiction exists
with respect to a dispute which the Parties cannot themselves amicably resolve, the Parties designate the United States District Court for the Southern District of New York, as the exclusive forum for
the resolution of that dispute and submit themselves and the dispute to the jurisdiction of that Court. Where Federal subject matter or diversity jurisdiction in respect of such dispute does not
exist, the Parties designate the Supreme Court of the State of New York, County of New York, as the exclusive forum for the resolution of that dispute and submit themselves and the dispute to the
jurisdiction of that Court.

15.13WAIVER OF JURY TRIAL.EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES
ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON THIS AGREEMENT, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL
OR WRITTEN), OR ACTIONS OF THE OTHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT.

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15.14Commercially Reasonable Efforts; Time of Essence.Except as otherwise specifically
provided herein, Buyer and Seller shall each use commercially reasonable efforts to satisfy the conditions to Closing and otherwise consummate the transactions contemplated by this Agreement as
promptly as practical. Time is of the essence with respect to the Closing of this Agreement.

15.15Amendments.This Agreement may be amended only by a written instrument that is
duly executed by both Parties.

15.16Counterparts.This Agreement may be executed in any number of counterparts and any
Party hereto may execute any such counterpart, each of which when executed by both Parties and delivered shall be deemed to be an original. It shall not be necessary in making proof of this Agreement
or any counterparts hereof to produce or account for any of the other counterparts.

15.17Public Announcements.The Parties agree that there shall be no press releases or
other announcements prior to Closing without the prior written consent of the other Party, which consent shall not be unreasonably withheld, except to the extent required by applicable laws, rules, or
regulations. If either Party determines that a press release is required or desired, they will so notify the other in writing and shall consult with each other with regard to the same. The Parties
further agree to consult with each other on all press releases and announcements issued at or after Closing concerning the transactions contemplated by this Agreement.

15.18Transition Assistance.For a period of ninety (90) days after Closing, at
Buyer's reasonable request, Seller shall assist, at no charge, Buyer in connection with a reasonably orderly transition of the operation of the Terminals.

15.19Taxes.After the Closing Date, if Buyer receives a bill for Taxes assessed against
the Terminals or each Terminal Inventory that includes Taxes for taxable years or taxable periods on or before the Closing Date (including Taxes assessed for portions of taxable years or periods on or
before the Closing Date), Buyer shall pay the bill and invoice Seller for all such Taxes relating to periods prior to the Closing Date. Seller shall promptly reimburse Buyer upon receipt of such
invoice. After the Closing Date, if Seller receives a bill for Taxes assessed against the Terminals or each Terminal Inventory that includes Taxes for taxable years or taxable periods after the
Closing Date (including Taxes assessed for
portions of taxable years or taxable periods after the Closing Date), Seller shall forward the bill to Buyer for payment.

15.20Confidentiality.The Parties acknowledge that they are bound by the terms of the
Confidentiality Agreement dated October 3, 2006 between Seller and Buyer and hereby extend the term of such Confidentiality Agreement so that it will expire three years after the Closing Date.
In addition, Seller and Buyer agree that they will keep confidential and not disclose to any non-Affiliated third party (other than those subject to a comparable confidentiality agreement)
any of the terms or provisions of this Agreement for a period of three years after the Closing Date, except for disclosure of information that:



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15.21No Presumption Against Drafter.Buyer and Seller have each fully participated in
the negotiation and drafting of this Agreement. If an ambiguity, question of intent or question of interpretation arises, this Agreement must be construed as if drafted jointly, and there must not be
any presumption, inference or conclusion drawn against either Party by virtue of the fact that its representative has authored this Agreement or any of the terms of it.

15.22Right of First Refusal.If Buyer elects to terminate the Terminaling Services
Agreement with respect to any Terminal because it has received an offer to purchase such Terminal, Buyer shall include in the notice of termination information describing the substance of the terms
and conditions of that offer, and Seller will have ninety (90) days after receipt of the notice within which to match the offer to purchase the Terminal or agree to purchase the Terminal under
the same terms as the offer to purchase the Terminal, except that the consideration for such purchase may be an amount of cash that matches or exceeds the total consideration contained in the offer to
purchase the Terminal. If Seller,
timely and properly exercises its right of first refusal, Seller shall purchase Terminal from Buyer under the same terms and conditions contained in the offer received by Buyer. If Seller does not
exercise its right of first refusal in a timely manner, Buyer may proceed to sell the Terminal to the party who made the original offer. Seller's Right of First Refusal shall apply to any offer to
purchase the Terminal received by Buyer within one hundred eighty (180) days before or after termination of the Terminaling Services Agreement with respect to any Terminal due to a decision of
Buyer to close the Terminal(s).

[Signature page follows.]

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IN WITNESS WHEREOF, the Parties have executed this Terminals Sale and Purchase Agreement as of the date first above written.

| |  | EXXONMOBIL OIL CORPORATION
| |  | --------------------------
| |  | By:                       
| |  | Printed
Name:             
| |  | Title:                    
| |  | GLOBAL COMPANIES LLC      
| |  | By:                       
| |  | Printed
Name:             
| |  | Title:                    

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